TIDMALM
RNS Number : 7389N
Jefferies International Limited.
20 May 2015
Not intended to promote the sale of any securities and not for
publication, distribution or release directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan or Republic of South Africa or in any other jurisdiction
where it is unlawful to distribute this announcement or any copy of
it.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Australia, Canada, Japan or Republic of South Africa. Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction.
Placing of Shares in Allied Minds plc ("Allied Minds" or the
"Company")
20 May 2015
Further to the announcement released on 19 May 2015, Invesco
Asset Management Limited, in its capacity as agent for and on
behalf of its discretionary managed clients ("Invesco") has sold 16
million ordinary shares of Allied Minds (the "Placing Shares") at a
price of 565 pence per share, raising gross sale proceeds of
GBP90.4 million.
The sale on behalf of Invesco was completed via an accelerated
bookbuild to institutional investors conducted by Jefferies
International Limited ("Jefferies") and Numis Securities Limited
("Numis") as joint bookrunners (the "Placing"). Allied Minds will
not receive any proceeds from the Placing.
Following settlement of the Placing, Invesco's discretionary
managed clients are expected to hold approximately 34.5 per cent.
of the Company's issued share capital.
The proceeds of the Placing are payable in cash on usual
settlement terms, and closing of the Placing is expected to occur
on a T+2 basis on 22 May 2015, subject to the satisfaction or
waiver of certain customary conditions.
Invesco has indicated that, following completion of the Placing,
it intends to remain a significant, long term shareholder of the
Company.
Enquiries
For further information, please contact:
Jefferies: +44 (0)20 7029 8000
Simon Hardy
Graham Hertrich
Lee Morton (Syndicate)
Numis: +44 (0)20 7260 1000
Ben Stoop
Adrian Trimmings
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by Invesco Asset Management Limited ("Invesco"), by Jefferies
International Limited ("Jefferies") or by Numis Securities Limited
("Numis") or any of their respective affiliates that would permit
an offering of the Placing Shares or possession or distribution of
this announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for
that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of South Africa or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression '2010 PD
Amending Directive' means Directive 2010/73/EU. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
This announcement is for information purposes only and is not an
offer of securities or investments for sale nor a solicitation of
an offer to buy securities or investments in any jurisdiction where
such offer or solicitation would be unlawful. No action has been
taken that would permit an offering of the securities or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required to inform themselves about and
to observe any such restrictions.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
Invesco or the Joint Bookrunners or any of their respective
affiliates.
In connection with any offering, Jefferies and Numis and any of
their respective affiliates acting as an investor for their own
account may take up as a proprietary position any Placing Shares
and in that capacity may retain, purchase or sell for their own
account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of
Placing Shares. Jefferies and Numis do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
Jefferies and Numis (the "Joint Bookrunners"), each of which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting on behalf of Invesco and no one else
in connection with any offering of the Placing Shares and will not
be responsible to any person other than Invesco for providing the
protections afforded to any of their clients or for providing
advice in relation to any offering of the Placing Shares. The Joint
Bookrunners will not regard any other person as their client in
relation to the offering of the Placing Shares.
Neither of the Joint Bookrunners, nor any of their respective
subsidiary undertakings, affiliates or any of their respective
partners, directors, officers, employees, advisors, agents or any
other person accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied,
as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology, such
as the terms "intends", "expects", "will", or "may", or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. Any
forward-lookingstatements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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